Terms, Legal

Company Details

This website (“Platform”) is operated by Propethy Asset Management Limited (“Platform Operator,” “PAML,” “we,” “us”) Company Number CO-352131) incorporated and registered in Cayman Islands under the Companies Law 2016. We create a special purpose vehicle (SPV) for each real estate project or acquisition. These SPVs are the companies you will invest into, depending on your project preference, and each of them is sometimes referred to as the “Investee Company.” Propethy Asset Management Limited also acts as the general partner for each of these Investee Companies that acquires and owns each individual real estate asset or project.   

Levels of Membership

US and Cayman Islands securities laws limit the types of investors who can invest through this Platform. Only accredited investors qualify to invest in deals published through this Platform. However, you can become a member without investing. We have 3 levels of membership to the Propethy.com Platform:

Non-investing members – If you have not completed your investor status yet by self-certifying that you meet one of the three criteria for being able to purchase or invest through our Platform, then depending on your country of residence, any deal that you try to access will require you to self-certify before you are able to view the investor pages for that deal. We have made life easy by allowing you to do this upon entering an investor page on our Platform as well as on your investor status on your account profile.

Self-certified member – depending on your country of residence we have different criteria in order for you to qualify to invest through our Platform which are based upon international securities laws. As long as you agree that you meet at least one of the three criteria stated on your investor status, then you are able to make investments through our Platform and view investor pages in our deal capsule with the exception of US residents who need to be fully certified. If your country requires it, we may request that you complete the full certification by signing the relevant template letter below at a later stage, but non-US residents will have full unrestricted access to make investments provided they have completed their profile, uploaded their identity documents and self-certified their investor status.

Fully certified member – Some deals may only allow fully certified investors to invest. To have complete unrestricted access to all deals you will need to complete and sign one of the relevant templates below based upon your country of residence. While we will give you full unrestricted access to all deals, please be aware that some deals choose to restrict residents of certain countries from investing in their deals based upon their regulatory requirements and therefore these pitches will not be available even to fully certified members if they restrict residents from your country.

General Warnings

Investing in real estate or early stage businesses can be very rewarding, but it involves a number of risks and challenges. If you choose to invest in any deal published on Propethy.com, you need to be aware of and accept the following important considerations, which does not represent exhaustive list.

The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in investing in any of the Investee Companies publishing deals via the Propethy.com website. Each individual Investee Company will be different and specific risks will attach to that investment. Prospective investors should review the individual deals in their entirety and consult with their own advisers before making any decision to invest.

1. Illiquidity

Any investment you make through the Platform will be highly illiquid. Real estate investments especially, are highly illiquid. While secondary markets exist, and we intend to trade the Propethy (PTY) token in certain exchanges, there currently is no highly liquid secondary market for the Membership Interests in any portfolio company (or Investee Company), and there can be no assurance that a highly liquid market for the Propethy (PTY) token will materialize. This means that you are unlikely to be able to sell your Membership Interests in your selected portfolio company(ies), or any Propethy (PTY) tokens you may acquire or convert into, until and unless the portfolio company sells its underlying real estate assets, and/or the Propethy (PTY) tokens are listed on a qualified exchange(s) and develops a highly liquid market (of which there can be no assurance). Even for a successful real estate transaction, a sale is unlikely to occur for a number a years from the time you make your investment.

2. Diversification

Investing in real estate or startups should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your investable capital in real estate or startups as asset classes, with the majority of your investable capital invested in safer, more liquid assets.

3. Rarity of Dividends

Early stage businesses rarely pay dividends, and real estate deals can only pay dividends (preferred dividends or otherwise) if the cumulative net profits exceed the cumulative net losses in any one reporting period. This means that if you invest in a real estate transaction through the Platform, even if it is successful you are unlikely to see any return of capital or profit until we are able to sell the real estate property acquired by the Investee Company, and/or you are able to sell your Membership Interest in a secondary market, and/or you are able to sell your Propethy (PTY) tokens on an exchange , none of which there can be any assurance. Even for a successful business or real estate venture, the sale of a piece of real estate is unlikely to occur for a number of years from the time you make your investment.

4. Dilution

Any investment you make through the Platform is likely to be subject to dilution. This means that if the business raises additional capital at a later date, it will issue new Membership Interests of the Investee Company to new investors, and the percentage of the Investee Company that you own will decline. Alternatively, we may issue additional Propethy (PTY) tokens which may also increase your overall dilution. Any new issuances we make may also have certain preferential rights to dividends, sale proceeds and other matters, and the exercise of these rights may work to your disadvantage. Your investment may also be subject to dilution as a result of the grant of options (or similar rights to acquire interests) to employees of, service providers to or certain other parties connected with, us or the Investee Company(ies).

5. Loss of Capital

While real estate assets may represent a higher likelihood of capital preservation relative to say, startup companies, to the extent that we or any one Investee Company may be viewed as a startup company. it should be noted that most startups fail, and if you invest in a business published on the Platform, it is more likely than not that you will lose all of your invested capital than that you will see a return of capital or a profit. You should not invest more money through the platform than you can afford to lose without altering your standard of living.

6. Indirect investment via a Special Purpose Vehicle (SPV)

Each real estate transaction or project is owned a newly formed (or to be formed) segregated Special Purpose Vehicle (SPV). You should read all the offering materials available to you regarding the deal (“Offering Materials”) with respect to a transaction prior to making an investment of any type. You should also understand that investments published on Propethy.com may be direct or indirect investments to the underlying deal as described more fully in the Offering Materials.

Private Company Investment, Risk and Disclaimer Information

  1. Investing in Private Companies

Any member of Propethy.com and its affiliates is able to make a donation or back this deal in exchange for any rewards listed on this page in accordance with our terms and conditions. However, this deal may also be offering membership interests in the company to sophisticated, professional, accredited and high-net worth investors who register and pass our compliance process. 

You can find out about investing by joining Propethy.com as a free qualifying member or signing in. 

You will need to pass a very quick one-off compliance process before you can view investor deal pages to make sure you understand what investing in private companies means and you are a qualifying investor if you are viewing an investment deal for the first time.

2. Risk Warnings

Investing in private companies involves risks, including illiquidity, lack of dividends, loss of investment and dilution, and it should be done only as part of a diversified portfolio.

3. Purchasing Tokens / Security Token Offerings / STOs

The deals on this Platform offer, either:

(a) To US Resident Investors: Membership Interests in each individual Investee Company which can be converted into Propethy (PTY) tokens at any time through one or more Notice(s) of Conversion) after expiry of a seasoning period specified by US securities laws; or

(b) To Non-US Investors: Propethy (PTY) Tokens directly through a Simple Agreement for Future Tokens (SAFT) to sophisticated, professional, accredited and high-net worth investors who register and pass our compliance process.

4. Disclaimer

THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE BY EACH INVESTEE COMPANY RAISING FINANCE AS IDENTIFIED IN EACH INDIVIDUAL DEAL (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND SUBJECT TO OUR TERMS AND CONDITIONS.

This investment opportunity is not an offer to the public and is only available to registered members of Propethy.com who have qualified and categorised themselves as able to invest. If you are a US resident, investment in this pitch is only open to US accredited investors who are certified as accredited on our Platform, as defined in SEC Rule 501 of Regulation D according to Rule 506(b) under the U.S. Securities Act of 1933. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict access.

You should read all the offering materials available to you regarding the deal (“Offering Materials”) with respect to a transaction prior to making an investment of any type. You should also understand that investments published on the Propethy.com platform may be direct or indirect investments to the underlying deal as described more fully in the Offering Materials.

In particular, unless otherwise determined by the Company and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that any offering of the securities mentioned in such materials (the “Securities”) by the Investee Company would be made, or any documentation be sent in or into, the United States. There will be no public offering of the Securities in the United States.

In order to access the deal documents you must first become a qualifying member of Propethy.com on the basis of your status as either (i) self-certified ‘high net worth investor’, (ii) certified ‘sophisticated investor’, (iii) self-certified as a ‘sophisticated investor’ or (iv) certified as a ‘professional / accredited investor’, in each case in accordance with the country of your residence. Potential investors are encouraged to “cross examine” the Investee Company by interactive due diligence and use of the available online forums. Access the deal also means you agree to Propethy.com’s most recent website terms and conditions available here.

If you are not permitted to view materials on this Platform or are in any doubt as to whether you are permitted to view these materials, please exit this website. Propethy.com’s or the Investee Company’s press announcements and this Information page do not constitute an offer to sell securities of any Company. Further, it does not constitute a recommendation by the Investee Company, Propethy.com or any other party to sell or buy securities in the Investee Company or any of its affiliates.

By registering or logging into Propethy.com to view any investment opportunity, you certify that you are legally entitled to view the investment opportunities, are an authorised investor and you agree to all applicable terms and conditions on this website, including this disclaimer.

ANY SECURITIES DESCRIBED IN DEALS ON THIS PLATFORM MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF ANY DOCUMENT OTHER THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) (“COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE”) OR WHICH DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (“SECURITIES AND FUTURES ORDINANCE”), OR (II) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE PITCH BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE, AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THIS PITCH MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO INSTRUMENTS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” IN HONG KONG AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER.

Broker Dealer Disclaimer

Propethy Asset Management Limited and its affiliates (collectively “PAML,” “we”) collectively, is a publisher. PAML is not a registered broker-dealer or a registered investment adviser. You understand that the information on the Platform (“Information”) is furnished for your personal, non-commercial, informational purposes only, and that no mention of a particular security in the Information constitutes a recommendation to buy, sell, or hold that or any other security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. You further understand that PAML will not advise you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. To the extent any of the Information provided may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person. You acknowledge that you are responsible for your own financial decisions.

Neither PAML nor our affiliates warrant that the Information is accurate, reliable or correct; that the Platform will be available at any particular time or location; that any defects or errors in the Platform or Information will be corrected; or that the Platform or Information are free of viruses or other harmful components. THE INFORMATION IS PROVIDED “AS IS” AND “AS AVAILABLE” AND PAML MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

USE OF THIS PLATFORM AND INFORMATION IS SOLELY AT YOUR RISK. PAML AND ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (“THE PAML PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR USE OF, OR RELIANCE ON, OR INABILITY TO USE PROPETHY.COM FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, “THE EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PAML PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PAML PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

Forward Looking Statements

Certain Information set forth on this Platform and in each individual deal presented by each individual Investee Company contains “forward-looking information”, including “future oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as Forward-looking Statements). Except for statements of historical fact, Information published on this Platform constitutes Forward-looking Statements and includes, but is not limited to, the (i) projected financial performance of each Investee Company, PAML, their affiliates and the Propethy (PTY) Token; (ii) completion of, and the use of proceeds from, the sale of the Membership Interests or Tokens being offered on this Platform ; (iii) the expected development of any individual Investee Company’s business, projects and joint ventures; (iv) execution of any individual Investee Company’s or PAML’s vision and growth strategy, including with respect to future real estate acquisition activity and global growth; (v) sources and availability of financing (including third-party financing, if applicable) for any Investee Company’s, or PAML’s, or any of their affiliates’ acquisitions or projects; (vi) completion of any Investee Company’s or PAML’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of any Investee Company’s current or future renter, customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking Statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.

These Forward-looking Statements are not guarantees of future performance and undue reliance should not be placed on them. Such Forward-looking Statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such Forward-looking Statements.

Although Forward-looking Statements contained on this Platform are based upon what the managers of each Investee Company, PAML or their affiliates (as the case may be) believe are reasonable assumptions, there can be no assurance that Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such Forward-looking Statements . Investee Companies, PAML or their affiliates undertake no obligation to update Forward-looking Statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. Investors are cautioned not to place undue reliance on Forward-looking Statements.

Confidentiality and Non-Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement ( the “Agreement” ) supplements the Propethy Asset Management Limited Terms and Conditions ( the “Terms” ) which generally govern access of Members to, and their use of, the website propethy.com ( the “Platform” ). Access of Members to deals and Information on the Platform is conditional on their agreement to the additional terms set out in this Agreement.

Capitalised terms used but not defined in this Agreement have the meanings given in the Terms.

This Agreement is made between Propethy Asset Management Limited, a Cayman Islands registered company that owns and operates the Platform ( the “Platform Operator” ) and the Member accepting the terms of this Agreement on the Platform ( the “Platform User” ) for the benefit of the Platform Operator, and all its affiliates, acting on its own behalf and on behalf of each of its segregated portfolio companies (“SPCs” or “Investee Companies”) from time to time ( the “Platform Company” ) ( the Platform Operator, the Platform Company and each of its SPCs, being collectively, the “Beneficiaries” ).

It is agreed as follows:

1. DEFINITIONS.

1.1 “Confidential Information” means any trade secrets or other information of any of the Beneficiaries that is not generally available to the public, whether of a technical, business or other nature (including, without limitation, the relationship between the parties, and information relating to any of the Beneficiaries’ technology, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects or other affairs), that is disclosed to the Platform User by or on behalf of any Beneficiary whether by oral, written, electronic or any other means, whether directly or indirectly disclosed and whether or not marked “Confidential”. Confidential Information also includes any information that has been made available to any Beneficiary by a third party that the Beneficiary is obligated to keep confidential. Confidential Information does not include any information that: (a) is or was acquired by the Platform User from a third party and is not subject to by or on behalf of any Beneficiary whether by oral, written, electronic or any other means, whether directly or indirectly disclosed and whether or not marked “Confidential”. Confidential Information also includes any information that has been made available to any Beneficiary by a third party that the Beneficiary is obligated to keep confidential. Confidential Information does not include any information that: (a) is or was acquired by the Platform User from a third party and is not subject to an unexpired obligation to such third party restricting the Platform User’s use or disclosure thereof; (b) the Platform User can show was in its possession prior to disclosure by or on behalf of any of the Beneficiaries; (c) is independently developed by the Platform User without reliance upon or use of any of the Confidential Information; or (d) is or has become generally publicly available through no fault or action of the Platform User. For purposes of this Agreement, disclosures shall specifically include any confidential or proprietary information disclosed by or on behalf of any Affiliate of the Beneficiaries. An “Affiliate” for this purpose means any legal entity that Owns, is Owned by or is Owned in common with the any of the Beneficiaries; and “Own” means having more than fifty percent (50%) ownership or the right to direct management of the legal entity.

1.2 “Confidential Materials” means any document, writing, disk or other tangible item that contains any Confidential Information, whether in printed, handwritten, electronic, graphic, magnetic or other form and whether delivered by or on behalf of any of the Beneficiaries or made by the Platform User, including the Information.

2. CONFIDENTIALITY.

2.1 Confidential Information and Confidential Materials are made available to the Platform User solely for the purposes of using the Platform, its consideration of the investment opportunities described in Deals, and any resulting investment through the Platform, but not the Platform User’s use outside of the Platform. As consideration for such disclosures, the Platform User agrees not use, disclose, disseminate or distribute any Confidential Information or Confidential Materials in any manner other than for purposes of evaluating a potential investment without the prior written consent of the Platform Operator. Without limitation of the foregoing, the Platform User will not use any Confidential Information or Confidential Materials to design, develop, provide or market any product or service that would compete with any product or service of any of the Beneficiaries.

2.2 The Platform User will protect any Confidential Information and Confidential Materials from any unauthorized use, disclosure, copying, dissemination or distribution. Without limitation of the foregoing, The Platform User will: (a) make the Confidential Information and Confidential Materials available only to those of its employees, agents and other representatives or professionals who have a demonstrable need to know the same for the purpose specified in paragraph 2.1, who have been informed that the Confidential Information and Confidential Materials belong to the Beneficiaries and are subject to this Agreement, and who have agreed or are otherwise obligated to comply with this Agreement; (b) except as detailed in sub-paragraph (a), not disclose the Confidential Information to any third party; (c) make or copy the Confidential Materials only as reasonably required for the purposes specified in paragraph 2.1; (d) not deliver, distribute, display, demonstrate or otherwise make available the Confidential Materials to any third party except as provided in sub-paragraph (a); (e) not reverse engineer, decompile or disassemble any computer program or other item included in such Confidential Materials; and (f) not remove or obliterate markings (if any) on Confidential Information indicating its proprietary or confidential nature.

2.3 Notwithstanding paragraph 2.2, the Platform User may disclose or produce any Confidential Information or Confidential Materials if and to the extent required by any applicable law or regulation or a valid order issued by a court, government or regulatory agency of competent jurisdiction, provided that, if allowed by law, the Platform User uses reasonable efforts to give the Platform Operator advance notice (at least 30 days) of the same (e.g., so as to afford the Beneficiaries a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief regarding such disclosure). Further, to the extent disclosure is required, the Platform User shall disclose only the minimum amount of Confidential Information or Confidential Materials, that in the opinion of counsel is required to be disclosed.

2.4 All Confidential Information and Confidential Materials are the property of the applicable Beneficiaries. This Agreement will not be interpreted or construed as granting any licence or other right under any patent, copyright, trademark, trade secret or other proprietary right. The Platform User will hold all Confidential Materials in trust for the applicable Beneficiaries and will promptly destroy them or deliver them to the Platform Operator upon the earlier of the Platform Operator’s request or when they are no longer needed for the purposes described in paragraph 2.1. Upon the Platform Operator’s request, the Platform User will certify in writing its destruction of such Confidential Materials.

2.5 The Platform User will comply with any and all applicable laws relating to the use, disclosure, copying, dissemination and distribution of any Confidential Information or Confidential Materials (including, but not limited to, any and all laws relating to the Beneficiaries’ proprietary rights or the export of any technical data included in such Confidential Information).

3. TERM.

This Agreement shall remain in effect, subject to applicable law, in perpetuity.

4. MISCELLANEOUS.

4.1 The Platform Operator warrants that it has the right to make any applicable Confidential Information and Confidential Materials available to the Platform User as provided for herein and subject to this Agreement. The Platform Operator does not make any other representation or warranty, express or implied, with regard to any Confidential Information and Confidential Materials. Without limitation of the foregoing, the Confidential Information and Confidential Materials are made available under this Agreement “AS IS,” and “AS AVAILABLE” with all defects, errors and deficiencies, and without any representation or warranty as to completeness or accuracy.

4.2 The Platform User acknowledges and agrees that this Agreement is made for the purposes of using the Platform, its consideration of the investment opportunities described in deals, and any resulting investment on the Platform and nothing herein shall be construed in any way as an offer, an attempted offer, or a solicitation for the sale of any product or service which has been or may be developed by any of the Beneficiaries.

4.3. The Platform User understands that nothing herein (a) requires the disclosure of any Confidential Information or Confidential Materials of any of the Beneficiaries, which shall be disclosed, if at all, solely at the option of the Beneficiaries or (b) requires any of the Beneficiaries or the Platform User to proceed with any proposed transaction or relationship in connection with which Confidential Information or Confidential Materials of any of the Beneficiaries may be disclosed.

4.4 In the event of any breach of this Agreement, the Beneficiaries may suffer irreparable harm and have no adequate remedy at law. In such event or the threat of any such event, any of the Beneficiaries will be entitled (in addition to any and all other remedies) to obtain injunctive relief, specific performance and other equitable remedies without proof of monetary damages or the inadequacy of other remedies, and without necessity of posting a bond or other security.

4.5 The protections afforded to the Confidential Information and Confidential Materials under this Agreement are in addition to, and not in lieu of, the protections afforded under any applicable trade secrets laws in any applicable jurisdiction.

4.6 This Agreement will be interpreted, construed and enforced in accordance with the laws of the Cayman Islands, without regard to its choice of law principles to the contrary. Each party hereby irrevocably consents to the jurisdiction of the courts of the Cayman Islands, with regard to any legal or equitable action or proceeding relating to this Agreement.

4.7 The Beneficiaries who are not party to this Agreement are entitled to enforce its terms by virtue of the Contracts (Rights of Third Parties) Law of the Cayman Islands, provided that this Agreement may be amended, varied, rescinded or terminated by the parties without the consent of any such person.

4.8 This Agreement may not be amended, except by an instrument in writing executed by both parties, including in the form of an Electronic Record, as defined in the Electronic Transactions Law of the Cayman Islands ( the “ETL” ). Sections 8 and 19(3) of the ETL shall not apply to this Agreement.

4.9 This Agreement is executed below on behalf of the Platform Operator and shall be executed by the Platform User [checking the applicable box and adding its email address in lieu of or in addition to an electronic signature on the Platform], where such signature requirements are presented, indicating its acceptance of the terms of this Agreement.

/s/ Propethy Asset Management Limited

Other Warnings and Disclosures

Investing in private placements, tokens and early stage businesses involves a high degree of risk, including, but not limited to, illiquidity, lack of dividends, loss of investment and dilution, and those investors who cannot afford to lose their entire investment should not invest. Purchases of Tokens/STOs/ICOs are even higher risk including, but not limited to, complete loss of capital, regulatory & tax uncertainty, cyber-security attacks, Blockchain risks and limited or no shareholder rights. While real estate represents a higher probability of capital preservation, investing in real estate has some risk characteristics that are similar. Propethy Asset Management Limited and the Investee Companies for which it acts as General Partner are targeted exclusively at accredited investors who are sufficiently sophisticated to understand these risks and make their own investment decisions. You will only be able to invest via Propethy.com once you are registered as sufficiently sophisticated. Investments may lose value, there are no guarantees, securities and investments are not FDIC Insured and neither Propethy Asset Management Limited, nor its affiliated companies, offer investment, legal or tax advice.

US residents agree that Propethy Asset Management Limited and its affiliates (collectively “PAML,” “we”) collectively, is a publisher. PAML is not a registered broker-dealer or a registered investment adviser with FINRA or a member of SIPC. You understand that the Information is furnished for your personal, non-commercial, informational purposes only, and that no mention of a particular security in the information constitutes a recommendation to buy, sell, or hold that or any other security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. You further understand that PAML will not advise you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. To the extent any of the Information provided may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person. You acknowledge that you are responsible for your own financial decisions.

This Information highlights some, but not all, of the issues, concerns and risks associated with a prospective investment in any Investee Company listed on this Platform. By virtue of you viewing any online deal, you acknowledge that you have had an opportunity to review all of the Information presented to you by the Investee Company, and ask any related questions concerning your prospective investment in the Investee Company through the Contact page. You should not depend solely on representations made by Investee Company, PAML and/or its agents and should seek the counsel of independent third-party professionals, including your financial and legal counsel.

Any investment published on this Platform may be considered to be highly speculative and illiquid, and may constitute a considerable amount of risk. By virtue of you viewing a deal on this Platform, you acknowledge that you have the financial wherewithal, experience, and sophistication to enter into this particular type of investment and that loss of the full principal amount would not materially affect your lifestyle. If you do not have said financial wherewithal, experience, and sophistication, then you will seek independent advice from another financial professional unaffiliated with any Investee Company, Propethy Asset Management Limited, or its affiliated companies. Furthermore, it is the strong opinion of Propethy Asset Management Limited, its Investee Companies and its affiliated companies that under no circumstances should an investor consider participation in any investment published on this Platform in an amount that would exceed 5% of your total investment portfolio.

This website is operated by Propethy Asset Management Limited (Company Number CO-352131) incorporated and registered in Cayman Islands under the Companies Law 2016. Propethy Asset Management Limited is not registered with the Cayman Islands Monetary Authority. Other activities may involve engagements with affiliates or Investee Companies incorporated and registered in Cayman Islands under the Companies Law 2016 and other affiliated companies depending on your country of residence and other regulated and unregulated companies.

Individuals and firms may only transact business in a jurisdiction after satisfying its licensing and qualification requirements or after being excluded or exempted. Deals for investment on the Platform are not offers to the public and investments can only be made by Members of Propethy.com on the basis of Information provided by or in connection with the Investee Companies.

By using Propethy.com, you are indicating you have read, understood, and agree to the Propethy Asset Management Limited Terms & Conditions, Risk Warnings, Disclaimers and Privacy Policy.

Privacy Policy

This Policy applies as between you, the Platform User of this Platform and Propethy Asset Management Limited the owner and Operator of this Website propethy.com. This Policy applies to our use of any and all data collected by us in relation to your use of the Website.

1. Definitions and Interpretation. In this Policy the following terms shall have the following meanings:

“Data” means collectively all information that you submit to the Bnk To The Future Limited via the Website Propethy.com. This definition shall, where applicable, incorporate the definitions provided in Cayman Islands common law and the Confidential Relationships Preservation Law (as revised) of the Cayman Islands (the “CRPL”);

“Cookie” means a small text file placed on your computer by this Website when you visit certain parts of the website and/or when you use certain features of the website. Details of the cookies used by this Website are set out in Clause 14;

“Propethy.com” means Propethy.com is a trading name and Trade Mark owned Propethy Asset Management Limited, Company Number CO-352131, of CO Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, Georgetown, Grand Cayman KY1-9008, Cayman Islands.

“Platform User” means any third party that accesses the Website and is not employed by Propethy Asset Management Limited and acting in the course of their employment; and

“Website” means the Website that you are currently using (www.Propethy.com) and any sub-domains, sister domains of this site unless expressly excluded by their own terms and conditions.

2. Scope of this Policy. This Policy applies only to the actions of Propethy.com and Platform Users with respect to this Website. It does not extend to any websites that can be accessed from this website including, but not limited to, any links we may provide to social media websites.

3. Data Collected. Without limitation, any of the following data may be collected by this Website from time to time:

  • Name;
  • Date of birth;
  • Gender;
  • Job title;
  • Profession;
  • Contact information such as email addresses; telephone/mobile numbers; residential address and profile details from social media;
  • Demographic information such as post code, preferences and interests;
  • Financial information such as credit / debit card numbers; bank details; e-money details such as PayPal, Crypto-Currency Wallets etc., other financial information; personal and company accounts;
  • IP address (automatically collected);
  • Web browser type and version (automatically collected);
  • Operating system (automatically collected);
  • A list of URLs starting with a referring site, your activity on this website, and the site you exit to (automatically collected);
  • Other information/data that may be collected but not limited to are; personal and business credit rating; anti money laundering details; social media data; Companies Registry; and records of payments and services used with Propethy.com.

4. Our Use of Data

4.1 Any personal data you submit will be retained by Propethy Asset Management Limited during your use of the website Propethy.com and a minimum of 7 years after deleting your account.

4.2 Unless we are obliged or permitted by law to do so, and subject to Clause 5, your Data will not be disclosed to third parties. This does not include our affiliates and / or other companies within our group. You will have the option to make certain data on your profile public for logged in users only, for contacts only, or you have the option to select your profile to be private. Certain details will be shared with Investee Companies should you back or invest in a deal that raises funds in order to deliver your rewards or register you as an investor.

4.3 All personal data is stored securely in accordance with the principles in Cayman Islands common law and the Confidential Relationships Preservation Law (as revised) of the Cayman Islands (the “CRPL”). For more details on security see Clause 13 below.

4.4 Any or all of the above data may be required by us from time to time in order to provide you with the best possible service and experience when using our website. Specifically, Data may be used by us for the following reasons:

  • Internal record keeping;
  • Improvement of our products / services;
  • Transmission by email of promotional materials that may be of interest to you;
  • Contact for market research purposes which may be done using email, telephone, fax or mail. Such information may be used to customise or update the website.

5. Other Third Party Agreements Propethy.com may use credit / ID agencies to perform a search on individuals. This search will not be visible to members and will not impact your own credit rating. The search will be performed only with your prior permission.

Propethy.com will also perform ID verification on all investors. Copies of ID’s are stored in our server(s) in compliance with this privacy policy. Your status as a verified member may be public information depending on your privacy settings. It will also be used for the assessment of CrowdInvestment applications, anti-money laundering, client due diligence, counter terrorism financing checks and your qualification as an investor.

6. Other Agreements In addition to this privacy policy, our terms of service, disclaimers and risk warnings apply to you and everyone else who uses the Propethy.com website. We refer to the Terms of Service, Risk Warnings, Disclaimers and the Privacy Policy together as the Website Agreements. The Agreement of the website terms and conditions will continue to apply to you even after you have agreed to any other agreements. However, if it turns out that there is a conflict between any of the agreement of the Website terms and conditions, and any other agreements, the agreement of the website terms and condition will take precedence.

7. Third Party Websites and Services Propethy.com may, from time to time, employ the services of other parties for dealing with matters that may include, but are not limited to, payment processing, delivery of purchased items including electronic online training programmes, search engine facilities, advertising and marketing. The providers of such services may have access to certain personal data provided by users of this website. Any data used by such parties is used only to the extent required by them to perform the services that Propethy.com requests. Any use for other purposes is strictly prohibited. Furthermore, any data that is processed by third parties shall be processed within the terms of this policy and in accordance with Cayman Islands common law and the Confidential Relationships Preservation Law (as revised) of the Cayman Islands (the “CRPL”).

8. Links to Other Websites This Website may, from time to time, provide links to other websites. Propethy.com has no control over such websites and is in no way responsible for the content thereof. This policy does not extend to your use of such websites. Users are advised to read the privacy policy or statement of other websites prior to using them.

9. Changes of Business Ownership and Control Propethy Asset Management Limited may, from time to time, expand or reduce our business and this may involve the sale and/or the transfer of control of all or part of Propethy Asset Management Limited. Data provided by users will, where it is relevant to any part of our business so transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this policy, be permitted to use the data for the purposes for which it was originally supplied to us. In the event that any data submitted by users is to be transferred in such a manner, you will not be contacted in advance and informed of the changes. You will not be given the choice to have your data deleted or withheld from the new owner or controller.

10. Controlling Use of Your Data In the event of a successful deal that you back or invest in, you (CrowdFunder or CrowdInvestor) agree for us to provide your full name, email address and contact details to the Investee Company of the successful deal, to use this information in order to deliver your necessary agreements, rewards, tokens or Membership Interests as the case may be. Wherever you are required to submit data, you will be given options to restrict our use of that data. This may include the following:

  • Use of Data for direct marketing purposes; and
  • Sharing data with third parties.

11. Your right to withhold information You may access certain areas of the website without providing any data at all. However, to use all features and functions available on the website you may be required to submit certain data. You may restrict your internet browser’s use of Cookies. For more information see Clause 14.

12. Accessing your own Data You have the right to ask for a copy of any of your personal data held by Propethy.com (where such data is held) on payment of a fee which will not exceed $75.

13. Security Data security is of great importance to Propethy.com and to protect your data we have put in place suitable physical, electronic and managerial procedures to safeguard and secure data collected via this website. Specifically we use the following systems:

  • Our system is protected behind a hardware firewall, which is port restricted.
  • Our system uses a GoDaddy SSL Certificates for secure site traffic transfer for all secure areas of the website.

14. Cookies This website may place and access certain cookies on your computer. Propethy.com uses cookies to improve your experience of using the website and to improve our range of products and services. Propethy.com has carefully chosen these cookies and has taken steps to ensure that your privacy is protected and respected at all times. By using this Website you may receive certain third party cookies on your computer. Third party cookies are those placed by websites and/or parties other than Propethy.com. Third party cookies are used on this website for external social media profiles, and are detailed in full below. These cookies are not integral to the services provided by the website.

All Cookies used by this website are used in accordance with current Cayman Islands common law and the Confidential Relationships Preservation Law (as revised) of the Cayman Islands (the “CRPL”).

Before any cookies are placed on your computer, you will be presented with a pop-up / message bar requesting your consent to set those cookies. By giving your consent to the placing of cookies you are enabling Propethy.com to provide the best possible experience and service to you. You may, if you wish, deny consent to the placing of cookies; however certain features of the website may not function fully or as intended. You will be given the opportunity to allow only first party cookies and block third party cookies.

Certain features of the website depend upon Cookies to function. Cayman Islands common law deems these Cookies to be “strictly necessary”. These cookies are shown below. Your consent will not be sought to place these cookies. You may still block these cookies by changing your internet browser’s settings as detailed below.

The following first party Cookies may be placed on your computer:

  • Name of Cookie: _Propethy_session
  • Purpose: For keeping track of user session
  • Strictly Necessary? Yes.

and the following third party cookies may be placed on your computer:

  • Name of Cookie: _atuvc
  • Provider: AddThis
  • Purpose: To link deals to Pinterest

This Website uses analytics services provided by Google Analytics. Website analytics refers to a set of tools used to collect and analyse usage statistics, enabling us to better understand how users use the website. This, in turn, enables us to improve the website and the products and services offered through it. You do not have to allow us to use these cookies, as detailed below, however whilst our use of them does not pose any risk to your privacy or your safe use of the website, it does enable us to continually improve our business. The analytics services used by this website use cookies to gather the required information. Certain of these cookies may be placed immediately when you decide to visit the website and it may not be possible to obtain your prior consent.

The analytics services used by this website use the following cookies:

Name of Cookie

_utma

_utmc

_utmz

First / Third Party

Third Party

Third Party

Third Party

Provider

Google Analytics

Google Analytics

Google Analytics

You can choose to enable or disable cookies in your internet browser. Most internet browsers also enable you to choose whether you wish to disable all cookies or only third party cookies. By default, most internet browsers accept cookies but this can be changed. For further details, please consult the help menu in your internet browser. You can choose to delete cookies at any time however you may lose any information that enables you to access the Website more quickly and efficiently including, but not limited to, personalisation settings. It is recommended that you ensure that your internet browser is up-to-date and that you consult the help and guidance provided by the developer of your internet browser if you are unsure about adjusting your privacy settings.

15. Changes to this Policy Propethy Asset Management Limited and Propethy.com reserve the right to change this policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the website and you are deemed to have accepted the terms of the policy on your first use of the website following the alterations.

Company Details. The Website Propethy.com is a registered trademark owned by Propethy Asset Management Limited (Company Number CO-352131) incorporated and registered in Cayman Islands under the Companies Law 2016. Propethy Asset Management Limited is not registered with the Cayman Islands Monetary Authority (CIMA). Our registered office CO Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, Georgetown, Grand Cayman KY1-9008, Cayman Islands.

©2019 Propethy Asset Management Limited. All rights reserved, worldwide.